seeks lender commitments in the amount of $250,000 footwear_pd.pdfseeks lender commitments in the...

Premiera Footwear, Inc. Contact: Nick Luciano, President

1313 Trendy Lane, Emeryville, CA 94111 Phone: (416) 245-5252 • E-Mail: [email protected]

PREMIERA FOOTWEAR Fashion-Forward Women’s Shoes

Designer and Manufacturer

Seeks Lender Commitments In The Amount Of

$250,000 April1, 2004

This document is a Business Plan and does not constitute an offer to sell or a solici-tation to purchase. It contains confidential information, including trade secrets, and may not be reproduced without the express permission of the company named below.

Business Plan Highlights:

♦ High-end U.S. designer and manufacturer of trendy, women’s footwear ♦ Exploits need for top designs, modest prices & shortest production cycle ♦ Target market is $4.4 billion, involving 8 million fashion-conscious women ♦ Owners have pedigreed background and are supported by key advisors

TABLE OF CONTENTS:

Executive Summary… Financial Summary………… PAGES 2-3 Company…………… Products and Services……... PAGES 4-5 Market……………… Industry…………………… PAGE 6 Strategy……………... Implementation…………… PAGE 7 Management………... Risk Assessment………...… PAGE 8 Capitalization Plan……………………………………. PAGE 9 Sales……………….. Net Income……………..… PAGES 10-11 Cash Flow……….… Balance Sheet……………... PAGES 12-13 References……………………………………………. PAGE 14

PREMIERA FOOTWEAR

Executive Summary

Company. Premiera Footwear is a recognized U.S. designer and manufacturing agent of fashion-forward, women’s footwear, under its own brand and on behalf of several retail giants. It is a Washington S corpora-tion, with administrative offices in California and New York, which is seeking to expand its retail presence.

Products and Services. The company creates original women’s footwear designs that are handcrafted in artisan factories, for sale under its branded name, on both the retail and wholesale level, and it also acts as a design and manufacturing agency for other footwear companies, on a commissioned or retained basis.

Market. In 2004, the market for upscale, trendy footwear, involving 8.1 million style-conscious women, aged 18 to 35, in six targeted, fashion-leading metropolitan cities in the U.S. is estimated to be over $4.4 billion — by 2008, this figure is expected to reach $5.6 billion, which is an average annual increase of 6.1%.

Industry. The U.S. women’s footwear industry is dominated by large, branded companies that rely on over-seas manufacturing ties and design agency services that only create predictable product — high overhead, reactionary design mentality, and pressure to unload obsolescent inventory have resulted in a stale industry.

Strategy. Strategic objectives include maximizing company revenues, by establishing a high-profile, retail presence in Manhattan, NY; promoting Premiera offerings, through effective, multi-channel marketing; opti-mizing key operating process; and promoting research and development of new products and new markets.

Implementation. The operating plan centers on identification and build-out of suitable commercial space in Manhattan, NY, to launch the company’s inaugural retail outlet and design studio, by October 1, 2004. The marketing plan relies on multi-channel advertising and strategic alliancing to generate exposure and sales.

Management. The owner-founders possess a wealth of women’s footwear industry experience and are both graduates of the famed Ars Sutoria shoe design school in Milan, Italy. They will be supported by an equally experienced Director of Operations, along with professional advisors in both law and accounting.

Risk Assessment. Premiera is positioned to revitalize the U.S. women’s footwear industry, by leveraging unsurpassed design capabilities, high technology, artisan craftsmanship, and worldwide contacts. Key suc-cess factors, along with critical risk factors, have been evaluated — business success is highly achievable.

Footwear is a $54 billion industry in the U.S., with women accounting for over 60% of sales. In recent years, increased reliance on overseas manufacturers has lowered prices and high technol-ogy has shortened the production cycle, accelerating consumer migration toward better designed, trendier shoes. In the process, however, U.S. design innovation has substantially deteriorated, with predictable mimics of existing Italian designs becoming the norm. Premiera Footwear intends to revitalize the U.S. women’s footwear industry, by leveraging unsurpassed American design apti-tude and technological savvy, with highly developed overseas artisan factory relationships, to gen-erate trend-setting footwear at modest prices and unbeatable product turnaround times. In 2004, the market for high fashion shoes, targeting 18 to 35 year-old women in the six fashion-leading metropolitan areas of the U.S. is projected to be $4.4 billion — by 2008, this figure is expected to reach $5.6 billion, an average annual increase of 6.1%. Keys to success will include establishing a high-profile retail store and design studio in Manhattan, NY, conducting an effective, multi-channel marketing campaign, optimizing key operating processes and strategic supply chain alli-ances, and promoting research and development of new services and markets. The owner-founders possess heavy industry experience and will be supported by key personnel and advisors.

Financial Summary

PREMIERA FOOTWEAR

Premiera Footwear is seeking lender commitments, totaling $250,000, by April 1, 2004. This cash infusion would result in substantial revenue and income growth, during the five-year planning pe-riod, and position the company for further growth and expansion, within the U.S. and worldwide.

Capitalization Plan. Premiera proposes to pursue its strategic objectives, by obtaining lender commit-ments, totaling $250,000, by April 1, 2004. This cash infusion would be used to cover identifiable working capital requirements, totaling $150K, along with identifiable capital expenditure requirements totaling $40K, comprised of property, plant and equipment, and to establish contingent cash reserves, totaling $60K. Projected Operating Results. Sales are projected to rise, from $3,008K, in FY1, to $6,013K, in FY5. Dur-ing this period, net income is projected to increase, from $500K in FY1, to $734K in FY5. Monthly net cash flow reflects seasonal variation; minimum cash balance is $60K and ending FY5 cash balance is $2,381K.

Financial Summary

0

1,000

2,000

3,000

4,000

5,000

6,000

7,000

FY1 FY2 FY3 FY4 FY5

Projected Operating Highlights By Year ($000)

SalesGross MarginNet Income

(150)

(100)

(50)

0

50

100

150

0 25 50 74 99 124 149 174 199 223 248 273 298 323 348 372

0.0 3.8 7.6 11.3 15.1 18.9 22.7 26.5 30.3 34.0 37.8 41.6 45.4 49.2 53.0 56.7

Cash

Basis

Prof

it ($0

00)

Sales ($000)Unit Sales (000)

Monthly Breakeven Analysis

FY1 FY2 FY3 FY4 FY5

Profitability %'s:Gross Margin 55% 55% 55% 57% 58%Net Profit Margin 17% 8% 10% 11% 12%Return on Assets 48% 24% 25% 24% 23%Return on Equity 91% 35% 35% 30% 28%

Activity Ratios:Accounts Receivable Turnover 8.20 8.01 8.19 8.19 8.02Collection Days 43.88 44.92 43.95 43.95 44.90Inventory Turnover 7.16 8.25 8.55 8.77 8.96Accounts Payable Turnover 8.00 8.00 8.00 8.00 8.00Asset Turnover 2.90 3.00 2.62 2.23 1.89

Debt Ratios:Debt To Equity 0.88 0.46 0.37 0.29 0.22Short-Term Liabilities To Liabilities 0.48 0.36 0.47 0.53 0.57

Liquidity Indicators:Current Ratio 4.30 8.70 7.81 8.41 9.63Quick Ratio 3.61 7.54 6.94 7.66 8.94Net Working Capital ($000) 772 1070 1525 2089 2830Interest Coverage Ratio 80.56 -104.50 N/A N/A N/A

Additional Indicators:Assets to Sales Ratio 0.34 0.33 0.38 0.45 0.53Debt To Assets Ratio 47% 31% 27% 22% 18%Current Debt To Total Assets Ratio 23% 11% 13% 12% 10%Acid Test 2.25 5.09 5.05 5.93 7.27Sales To Equity Ratio 5.44 4.37 3.58 2.87 2.32Dividend Payout % 0% 0% 0% 0% 0%

Financial Indicators

Start-Up: 4/1/04 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY1 FY2 FY3 FY4 FY5

Sales 226 335 227 172 226 255 270 355 366 149 194 233 3,008 3,704 4,644 5,348 6,013Gross Margin 122 179 123 94 122 138 148 193 201 87 114 132 1,653 2,029 2,570 3,036 3,486Operating Expenses 70 67 67 69 97 68 84 81 81 82 83 80 929 1,613 1,939 2,232 2,449Net Inc. Before Int./Taxes 52 112 56 25 25 70 64 112 120 5 31 52 724 416 631 804 1,037Net Income 36 78 38 17 17 48 44 78 83 3 22 36 500 294 450 570 734

Percentages: Gross Margin/Sales 54% 53% 54% 55% 54% 54% 55% 54% 55% 58% 59% 57% 55% 55% 55% 57% 58% Net Income/Sales 16% 23% 17% 10% 8% 19% 16% 22% 23% 2% 11% 15% 17% 8% 10% 11% 12%

Net Cash Flow 54 (119) (185) 164 128 (82) (12) 75 (61) (46) 167 132 215 181 423 540 712Cash Balance - Ending 364 245 60 224 352 270 258 333 272 226 393 525 525 706 1,129 1,669 2,381

Projected Operating Highlights ($000)

Company

PREMIERA FOOTWEAR

Mission-Vision. The company’s five-year mission is to become the leading branded provider and design manufacturer of trend-setting women’s footwear in the U.S. By establishing an upscale, retail presence in Manhattan, NY, that complements its wholesale distribution of branded shoes in high-end boutiques, throughout the country, by leveraging its design agency and overseas manufacturing capabilities to satisfy the customized needs of such retail behemoths as Nine West, Steve Madden and Bebe, and by optimizing its key operating processes to minimize costs and turnaround time, Premiera Footwear intends to dominate competition in mid to high-end markets. The long-term vision is to become synonymous with unique and sexy women’s footwear styling, and to expand Premiera’s presence to fashion capitals, around the world.

Business Opportunity. Footwear is a $54 billion industry in the U.S., with women accounting for over 60% of sales.1 In recent years, two major phenomena have accelerated general consumer migration toward bet-ter designed, trendier shoes — a dramatic shift, from high-priced, domestic manufacturers to lower-priced overseas manufacturers, and tremendous globalization and shortening of the production cycle, due to tech-nological advances in communication.2 However, in the process, U.S. design innovation has substantially deteriorated, with predictable mimics of existing Italian designs becoming the norm. Premiera Footwear in-tends to revitalize the U.S. women’s footwear industry, by leveraging unsurpassed American design aptitude and technological savvy, with highly developed overseas artisan factory relationships, to generate trend-setting footwear at modest prices and unsurpassed product turnaround times. In 2004, the market for high fashion shoes, targeting 18 to 35 year-old women in the six fashion-leading metropolitan areas of the U.S. is projected to be $4.4 billion — by 2008, this figure is expected to reach $5.6 billion, reflecting an average an-nual increase of 6.1%.3 Keys to success will include establishing a high profile retail store and design studio in Manhattan, NY, conducting an effective, multi-channel marketing campaign, optimizing key operating processes and strategic alliances, and promoting research and development of new services and markets. To achieve these objectives, Premiera is actively seeking loan commitments of $250,000, by April 1, 2004.

Legal Entity and Ownership. In 2001, Premiera Footwear, Inc., established itself as a Washington S corporation, operat-ing as Primiera Footwear. Its two shareholders, Lan Contino and Nicolas Luciano, each hold a 50% ownership interest and participate equally in day-to-day management duties.

History. The owner-designers share a 9-year history, while working in the women’s shoe department of Nordstrom, and were roommates at the esteemed Ars Sutoria, a shoe design school in Milan, Italy. Mr. Luciano went on to design shoes for a women’s private label, while Mr. Contino designed shoes for Bebe, David Aaron, Skechers, and Mia. In 2001, they seized an opportunity to merge their superlative design skills, technological advances in the industry, and well-honed overseas manufacturing relationships, by forming Premiera.

Location and Facilities. The company presently maintains administrative and operating offices in Secaucus, NJ, Seattle, WA, and Emeryville, CA. In late 2003, the Seattle office will be vacated, in favor of a temporary office in New York, NY, to oversee the build-out of a high-profile retail store, design stu-dio, and showroom in Manhattan, scheduled for a grand opening, on October 1, 2004. West Coast activities will con-tinue to be administered from the office in Emeryville, CA.

Premiera Footwear is a recognized U.S. designer and manufacturer of fashion-forward women’s footwear, under its own brand and on behalf of several retail giants. It is a Washington S corpora-tion, with administrative offices in California and New York, seeking to expand its retail presence.

Actual Forecasted Forecasted2002 * 2003 3/31/04

NET INCOME:Sales 1,817 780 532Cost of Goods Sold 1,364 156 177 Gross Margin 453 624 355Operating Expenses 480 490 144

Net Income (Loss) (27) 134 211

ASSETS:Cash or Cash Equivalents 34 13 60Accounts Receivable 9 142 170Inventory 30 30 90Other Current Assets 5 0 2Property, Plant & Equipment 2

Total Assets 78 187 322

LIABILITIES:Accounts Payable 28 45 183Other Current Liabilities 125 86 86

Total Liabilities 153 131 269

EQUITY:Paid-In Capital (21) 24 (190)Retained Earnings (54) 32 243

Total Equity (75) 56 53

Total Liabilities & Equity 78 187 322

NOTE: 2002 reporting reflects grossed-up sales and cost of sales, while 2003 & 2004 reflect sales accounting, based on net transactions.

Financial HistoryInception To Business Plan Start-Up ($000)

PREMIERA FOOTWEAR

Premiera Branded Footwear

The company offers original designs, meticulously handcrafted in Italian arti-san factories and then sold in some of the finest boutiques, around the world. ♦ Retail: In October 2004, Premiera will

launch its inaugural retail store in high-profile Manhattan, NY, integrating retail space with the company’s design studio and showroom.

♦ Wholesale: Premiera branded footwear is featured in Seventeen, Women’s Wear Daily, Cosmopolitan, Footwear News, and Lucky.

Design & Manufacturing Agency

The company also designs and manufactures women’s footwear for other leading footwear companies, such as Nine West, Steve Madden, and Bebe. ♦ Commission Basis: With the fastest turn-

around time in the industry, Premiera is re-lied upon by retail shoe giants to quickly exe-cute designs and large-scale manufacturing.

♦ Retainer Basis: Premiera hones its trend-setting instincts, with trips to fashion capitals of the world, making it a prized consultant.

Fulfillment. The owners have cultivated manufacturing alliances with artisan factories in Italy, Brazil and China, which are based on near-exclusivity and combine old-world craftsmanship with state-of-the-art tech-nologies — these capabilities, linked with Premiera processes, result in industry-leading turnaround times.

Competitive Comparison. Premiera possesses women’s footwear design capabilities that have been all but lost in the U.S. By merging this competitive edge with dependable, overseas manufacturing capabilities, and a high-profile retail presence in Manhattan, NY, the company intends to quickly dominate competition.

Future Development. The company plans to leverage the success of its inaugural store, by expanding its retail presence to metropolitan fashion centers, around the globe. Following its emergence as an industry leader, Premiera plans to forge strategic alliances that will lead to other synergistic business opportunities.

The company creates original women’s footwear designs that are handcrafted in artisan factories, for sale under its branded name, on both the retail and wholesale level, and also acts as a design and manufacturing agency for other footwear companies, on a commissioned and retained basis.

Business Summary. Premiera Footwear intends to become the premier branded designer and manufacturer of fashion-forward women’s footwear, in the U.S. Already a recognized design manufacturing agency, relied upon by industry behemoths, like Nine West, Steve Madden, and Bebe, it plans to launch its own high-profile retail presence, by establishing an inaugural store in Manhattan, NY, by October 2004. This facility will integrate upscale retail space, with the company’s design studio and a product showroom, position-ing Premiera to become a leading design presence in the footwear industry. Primary revenues will be generated from sales of branded footwear, at the retail and wholesales levels, and from commissions and retainers earned, from design and manufacturing agency services offered to big footwear

Products and Services

Fashion-Forward Women’s Footwear

premiera

AVG. UNIT REVENUE

Retail: $95/Pair Wholesale: $39/Pair

Gross Margin: 37%

AVG. UNIT REVENUE Commission: $2.16/Pair Retainer: $8,500/Client

Gross Margin: 100%

Market and Industry

Competitive Edge. Premiera possesses unsurpassed design aptitude and highly developed overseas arti-san factory relationships, which will be leveraged with state-of-the-art technological savvy, to generate trend-setting women’s footwear at modest prices, featuring the fastest product cycle times in the footwear industry.

PREMIERA FOOTWEAR

In 2004, the market for trendy footwear, involving 8.1 million style-conscious women, aged 18 to 35, in six targeted, fashion-leading metropolitan cities in the U.S. is estimated to be over $4.4 bil-lion — by 2008, this figure is expected to reach $5.6 billion, an average annual increase of 6.1%.

KEY COMPETITOR STRENGTHS WEAKNESSES

Branded Footwear:

♦ Steve Madden ♦ Charles David ♦ BCBG

Large market share; deep-pocket financing supports large infrastruc-ture, big advertising budgets, and own warehousing and distribution.

Old school design mentality cannot react to trends; large overhead and obsolescent inventories requires high volume sales, at big discounts.

Design Agency Services: ♦ Inter-Pacific (Los Angles) ♦ Dynasty (Los Angeles) ♦ Pagoda (St. Louis) ♦ Bennett (Boston)

Large design and development teams located worldwide; reliable quality & delivery; oversee manu-facturing, from overseas offices.

Large organizations with high over-head; requires higher pricing to maintain margins; designs are pre-dictable or recognizable knock-offs.

General Market Analysis. In 2000, U.S. personal consumption of footwear totaled $46.8 billion, an aver-age annual increase of 5.2%, from 1995 — extrapolation through 2003 suggests that the current U.S. mar-ket for shoes is about $54 billion.4 Women typically outspend men for shoes, in a ratio of 3:2, accounting for an estimated 60% of total sales.5 But, while men typically purchase 2 to 4 pairs per year, women will buy up to 8 pairs,6 creating constant pressure to shorten shelf-life and accelerate design and production cycles.

Market Segmentation. Premiera has targeted de-mand in six fashion-leading metropolitan areas in the U.S. to market its branded footwear and design agency services. In 2004, the 8.1 million women, aged 18 to 35, that represent 12.9% of the population in these targeted markets, are projected to spend $4.4 billion on fashion-forward, design-conscious shoes — by 2008, this figure is expected to reach $5.6 billion, an average annual increase of 6.1%.7 Consolidated metropolitan areas that have been tar-geted include New York, NY (32%), Los Angeles, CA (27%), Chicago, IL (14%), San Francisco, CA (12%), Detroit, MI (8%) and Atlanta, GA (7%). These represent 15% of the total U.S. women’s foot-wear market and heavily influence national patterns.

Secondary Markets. In addition to its U.S. markets, Premiera can expect to sell well in non-U.S. venues, including the UK, Europe, Asia , Canada & Australia.

General Industry Characteristics. The U.S. women’s footwear industry is dominated by several large, branded companies that rely on overseas manufacturing ties and design agency services to crank out pre-dictable product lines — large overhead and reactionary design mentality have resulted in a stale industry.

Atlanta, GA

Chicago, IL

Detroit, MI

Los Angeles, CA

New York, NY

San Francisco, CA

U.S. Women's Shoe Market: Age 18-35

30%

12%8%14%

32%27%

7%

AnnualU.S. Fashion Centers 2004 2005 2006 2007 2008 Growth Rate

Atlanta, GA 308,700 328,700 350,000 372,600 396,700 6.5%Chicago, IL 622,500 657,400 694,200 733,100 774,200 5.6%Detroit, MI 352,900 371,900 391,900 412,900 435,100 5.4%Los Angeles, CA 1,192,800 1,274,600 1,362,000 1,455,400 1,555,200 6.9%New York, NY 1,440,500 1,518,600 1,600,900 1,687,700 1,779,200 5.4%San Francisco, CA 512,800 548,000 585,600 625,800 668,700 6.9%

Total 4,430,200 4,699,200 4,984,600 5,287,500 5,609,100 6.1%

U.S. Women's Shoe Market, Age 18-35 ($000)

Strategy and Implementation

Strategic Objectives. The company’s five-year mission is to become the leading branded provider and design manufacturer of trend-setting women’s footwear in the U.S. Strategic objectives include: (1) maxi-mizing company revenues, by establishing a high-profile retail presence, in Manhattan, NY; (2) marketing the company’s offerings, through multi-channel advertising; (3) optimizing key operating processes to mini-mize cost structure and assure customer satisfaction; (3) and sustaining robust research and development.

• Maximize Company Revenues: Further business expansion requires that the company ensure brand awareness, by establishing a multi-purpose, retail outlet in the heart of the fashion capital of the world. This will entail: (a) locating and occupying prime, leased commercial space in Manhat-tan, NY, that will provide a signature, retail presence and will also house a design room and show-room; (b) installing furniture, fixtures & equipment ; (c) hiring qualified salespeople; (d) assuring cur-rent inventory, by financing expanded overseas manufacturing of Premiera footwear; and (e) com-pleting all other pre-operating tasks, necessary to ensure a successful opening, by October 1, 2004.

• Effectively Market Company Offerings: The company will conduct a multi-channel marketing cam-paign that includes heavy reliance on print media, direct mailing, web-based advertising, trade-shows, in-house and contracted sales representatives, and strategic alliances with customer groups.

• Optimize Key Operating Processes: The company will minimize its cost structure, by migrating from P.O.-financing to internal financing of manufacturing shipments, and will assure long-term cus-tomer satisfaction, by periodically evaluating operating processes to ensure continual improvement.

• Promote Research and Development: Long-term success will rely on a robust research and devel-opment program, which focuses on new services and markets and also studies the economic bene-fits of internal warehousing, owned manufacturing facilities in Asia, and design studios in Europe.

PREMIERA FOOTWEAR

Strategic objectives include maximizing revenues, by establishing a high-profile retail presence in Manhattan, NY; promoting company offerings, through effective, multi-channel marketing; optimiz-ing key operating process; and promoting research & development of new products and markets.

BudgetProgram/Task ($) 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q

Historical Activities N/A Strategic Planning N/A Financing Commitment N/A Pre-Opening Activities: Tenant Improvements 25,000 Inventory Costs 40,000 Other Pre-Op Costs 15,000 Manhattan Office Opening 30,000 Sales & Marketing 2,606,000 General Administration 6,226,000 Capital Expenditures 48,000 Operations: Branded - Retail 550,000 Branded - Wholesale 9,393,000 Design Agency - Commissioned - Design Agency - Retainer - Strategic Alliances 50,000 Quality Improvement 50,000 R&D - New Services 100,000 R&D - New Markets 100,000

EXPENDITURES 19,233,000

REVENUES 22,717,000

3Q03 1Q04 1Q 2Q4Q03

3,704,000 6,013,000 4,644,000 5,348,000

FY1

3,008,000

3Q

X

Prior

Implementation PlanFY5FY2Preliminary

1Q03 2Q03FY3 FY4

Management and Risk Assessment

PREMIERA FOOTWEAR

The owner-founders possess a wealth of relevant industry experience, and are both graduates of the famed Ars Sutoria shoe design school in Milan, Italy. They will be supported by an equally ex-perienced Director of Operations, along with professional advisors in both law and accounting.

Key Success Factors. The company assumes that the existence of the following factors or assumptions would positively influence business success, and that these factors or assumptions will, in fact, occur:

• Lender financing will be available in the amount requested, based on reasonable plan projections. • Establishment of NY facilities will be successful and operating processes can be quickly optimized. • Consumer demand will remain high in targeted markets and marketing channels will be effective.

Contingency Plan

Contingent Event Likely Consequence Management Response

Lender financing cannot be ob-tained, in the amount sought.

Deferral of large, cash-intensive initiatives; slower revenue growth.

Pursue business plan, in modified form; seek investor support.

Delays or operational problems retard scheduled grand opening.

Lower than projected FY1 results; reduced sales, income and cash.

Cash surplus exists to cover con-tingencies; adopt recovery plan.

New competition or recession weaken overall market demand.

Reduced market share; lower revenue and income growth.

Emphasize marketable distinc-tions; cut prices; forge alliances.

Lan Contino Chief Executive Officer 15 years in the women’s footwear industry, involving buying, selling, design & manufacturing. Nordstrom, Steve Madden, Skechers and Bebe. Graduate: Ars Sutoria, Milan, Italy.

Management Team. The company is led by its owner-founders, who occupy the positions of CEO and President, and by an experienced Director of Operations — they are supported by key professional advisors.

Key Functional Support. The owners will rely on experienced staff and top-caliber advisors or consultants: ♦ Legal Counsel — Randolf Hancock, attorney, Seattle, WA.; corporate and general business matters. ♦ Accountant — James Witten, CPA, Hicksville, NY; general corporate tax, accounting & audit support.

Nick Luciano President 17 years of experience in women’s footwear, including sales, design and global manufacturing. Previously, Nordstrom and Topline Footwear. Graduate: Ars Sutoria, Milan, Italy.

Paul Postrio Director of Operations 15 years of relevant experience, in-volving every aspect of retail buying and general operations. Merchan-diser for over 150 Bebe stores and a women’s shoe buyer for Nordstrom.

Start-Up: 4/1/04 1QY1 2QY1 3QY1 4QY1 1QY2 2QY2 3QY2 4QY2 1QY3 2QY3 3QY3 4QY3 1QY4 2QY4 3QY4 4QY4 1QY5 2QY5 3QY5 4QY5 FY1 FY2 FY3 FY4 FY5

Sales & Marketing 0 0 1 1 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 1 2 2 2 2General & Administrative 5 5 6 6 7 7 7 7 8 8 9 9 10 10 10 10 10 10 10 10 6 7 9 10 10

Payroll Count 5 5 7 7 9 9 9 9 10 10 11 11 12 12 12 12 12 12 12 12 7 9 11 12 12Contracted Labor 0 0 0 0 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 0 2 2 2 2

Total Personnel 5 5 7 7 11 11 11 11 12 12 13 13 14 14 14 14 14 14 14 14 7 11 13 14 14

Sales & Marketing 0 0 11 13 38 37 38 35 39 38 40 37 41 40 42 39 42 41 43 40 24 148 154 162 166General & Administrative 75 78 83 83 104 104 104 104 125 125 134 134 161 161 161 161 175 175 175 175 319 416 518 644 700

Payroll 75 78 94 96 142 141 142 139 164 163 174 171 202 201 203 200 217 216 218 215 343 564 672 806 866Payroll Burden 17 18 22 22 33 32 33 32 38 38 40 39 47 46 47 46 50 50 50 50 79 130 155 186 200Contracted Labor 0 0 0 0 79 65 93 45 98 81 116 56 110 90 130 63 121 99 143 69 0 282 351 393 432

Total Labor Costs 92 96 116 118 254 238 268 216 300 282 330 266 359 337 380 309 388 365 411 334 422 976 1,178 1,385 1,498

Personnel Plan

Personnel Count

Labor Costs ($000)

Capitalization Plan

PREMIERA FOOTWEAR

Start-Up Condition. The company’s start-up requirements total $572K, including $310K in cash, $170K in accounts receivables, $90K in inventory, and $2K in property, plant & equipment. Resources total $322K, including accounts payable and current liabilities, totaling $269K, plus net owner investments, totaling $53K. Capitalization Plan. Premiera proposes to fund significant business expansion, by obtaining lender com-mitments, totaling $250,000, by April 1, 2004. This cash infusion would be used to cover identifiable working capital requirements, totaling $150K, along with identifiable capital expenditure requirements totaling $40K, comprised of property, plant and equipment, and to also establish contingent cash reserves, totaling $60K.

Collateral and Possible Later-Round Financing. As security for the loan commitments, the owners will make underlying company assets available as collateral. The company’s competitive advantages and New York retail expansion are expected to result in broad acceptance in targeted U.S. markets. If future business opportunities that would facilitate further growth are identified, then Premiera may seek additional financing.

Premiera Footwear is seeking lender commitments, totaling $250,000, by April 1, 2004, to fund identifiable working capital and capital expenditure requirements of $190,000, and to provide con-tingent reserves, totaling $60,000. Loan collateral exists and later-round financing may occur.

YTD Expenses Thru 3/31/04: Liabilities: Working Capital:

Cost of Goods Sold 177.0 Accounts Payable 183.0 Accounts Receivable 130.0 Operating Expenses 144.0 Other Current Liabilities 86.0 Inventory 156.0 Less: Sales 532.0 Short-Term Loans 0.0 Accounts Payable (136.0)

Long-Term Loans 0.0

Lender 250.0 Contingency Fund 50.0

YTD Loss (Gain) (211.0) Total Liabilities 519.0 Total Working Capital 200.0

Start-Up Assets: Net Investments (% Ownership): Capital Expenditures:

Cash 310.0 N. Luciano (50%) 26.5 Property, Plant & Equip. 40.0 Accounts Receivable 170.0 L. Contino (50%) 26.5Inventory 90.0Other Current Assets 2.0Property, Plant & Equipment 0.0 Contingency Fund 10.0 Deferred Charges 0.0Accum. Deprec. & Amort. 0.0

Total Start-Up Assets 572.0 Total Investments 53.0 Total Capital Expenditures 50.0

TOTAL REQUIREMENTS 572.0 TOTAL RESOURCES 572.0 TOTAL USES 250.0

Total Resources Available 572.0 Start-Up ASSETS 572.0

Less: Assets Purchased 572.0 Start-Up LIABILITIES 519.0

Start-Up Loss (Gain) 0.0 Start-Up EQUITY 53.0

USE OF PROCEEDS

CAPITALIZATION PLAN ($000)

BUSINESS PLAN START DATE: APRIL 1, 2004

REQUIREMENTS RESOURCES

Sales

CERJOHNS PRODUCTIONS, INC.

Sales for FY1 through FY5 are forecasted to be $3.0 million, $3.7 million, $4.6 million, $5.3 million and $6.0 million, respectively. Primary revenues are generated from sales of Premiera branded footwear, at retail and wholesale, and design agency fees, on commissioned and retained bases.

Page 10 PREMIERA FOOTWEAR

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Projected Sales By Month ($000)First 12 Months

0 200 400 600 800

1,000 1,200 1,400 1,600 1,800 2,000

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Projected Sales By Quarter ($000)All Fiscal Years


Unit Sales (3): Dolce Vita Branded:

Retail 168 211 316 337 516 347 1,895 3,790 4,211 4,335 4,335Wholesale 4,000 6,000 4,000 3,000 4,000 4,487 4,513 6,000 6,000 2,000 2,513 3,487 50,000 60,025 74,975 83,948 92,284

Design Agency:Commissioned 28,704 43,056 28,704 21,759 28,704 32,870 32,407 43,056 43,055 14,352 18,056 25,463 360,186 406,943 541,205 687,500 831,945Retained 1 1 1 1 1 1 1 1 1 1 1 1 12 18 24 30 36Total Unit Sales 32,705 49,057 32,705 24,760 32,705 37,358 37,089 49,268 49,372 16,690 21,086 29,298 412,093 470,776 620,415 775,813 928,600

Unit Price ($/Unit) (2):Dolce Vita Branded:

Retail 95 95 95 95 95 95 95 95 95 95 95 95Wholesale 39 39 39 39 39 39 39 39 39 39 39 39

Design Agency:Commissioned 2.16 2.16 2.16 2.16 2.16 2.16 2.16 2.16 2.16 2.16 2.16 2.16Retained 8,000 8,000 9,000 8,000 8,000 9,000 8,000 8,000 9,000 8,000 8,000 9,000

Forecasted Sales ($000) (1):Dolce Vita Branded:

Retail 16 20 30 32 49 33 180 360 400 412 412Wholesale 156 234 156 117 156 175 176 234 234 78 98 136 1,950 2,340 2,925 3,276 3,604

Design Agency:Commissioned 62 93 62 47 62 71 70 93 93 31 39 55 778 879 1,169 1,485 1,797Retained 8 8 9 8 8 9 8 8 9 8 8 9 100 125 150 175 200Total Sales 226 335 227 172 226 255 270 355 366 149 194 233 3,008 3,704 4,644 5,348 6,013

Unit COGS ($/Unit):Dolce Vita Branded:

Retail 30 30 30 30 30 30 30 30 30 30 30 30Wholesale 26 26 26 26 26 26 26 26 26 26 26 26

Design Agency:CommissionedRetained

Forecasted COGS ($000):Dolce Vita Branded:

Retail 0 0 0 0 0 0 5 6 9 10 15 10 55 114 125 128 128Wholesale 104 156 104 78 104 117 117 156 156 52 65 91 1,300 1,561 1,949 2,184 2,399

Total Cost of Goods Sold 104 156 104 78 104 117 122 162 165 62 80 101 1,355 1,675 2,074 2,312 2,527

NOTES: (1) FORECASTED SALES: The company benefits from four major revenue streams -- three of these were ongoing, as of March 31, 2004, and a fourth, Premiera Branded-Retail, is anticipated to commence October 1, 2004, with the opening of a retail outlet, in Manhattan, NY. All revenue streams, except for Design Agency - Retained, are subject to seasonality, which results in monthly variations in sales, as follows:

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Total8% 12% 8% 6% 8% 9% 9% 12% 12% 4% 5% 7% 100%

Exception is FY1, Premiera Branded-Retail: Oct Nov Dec Jan Feb Mar Total9% 11% 16% 18% 27% 18% 100%

FY1 annual figures, reflect 2004 targets, proportionalized by month to reflect seasonality, except Design Agency-Retained, which is evenly prorated.FY2 thru FY5 growth for revenue streams, affected by seasonality, reflect the following year-to-year percentage increases:

Premiera Branded-Retail: FY2/FY1 = 100%; FY3/FY2 = 11%; FY4/FY3 = 3%; FY5/FY4 = 0%.Premiera Branded-Wholesale: FY2/FY1 = 20%; FY3/FY2 = 25%; FY4/FY3 = 12%; FY5/FY4 =10%.Design Agency-Commissioned: FY2/FY1 = 13%; FY3/FY2 = 33%; FY4/FY3 = 27%; FY5/FY4 = 21%.

FY1 thru FY5 annual targets for Design/Agency-Retained: = $100K, $125K, $150K, $175K and $200K, respectively.

(2) UNIT PRICE: Note that Design Agency-Commissioned = $12.00 wholesale price x 18%; Design Agency-Retained = Forecasted Sales/Unit Sales.

(3) UNIT SALES: For Design Agency-Commissioned, unit sales are as given; for all other revenue streams, unit sales = Forecasted Sales/Unit Price.

Forecasted Sales and Cost of Goods Sold ($000)

Net Income

Net income for FY1 is projected to be $500K — following absorption of new personnel, projected net income is $294K in FY2, rising to $734K in FY5. During this period, gross margin percentage ranges from 55% to 58% and net income, as a percent of sales is: 17%, 6%, 10%, 11% and 12%.

Net Income

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Start-Up: 4/1/04 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY1 FY2 FY3 FY4 FY5Sales 226 335 227 172 226 255 270 355 366 149 194 233 3,008 3,704 4,644 5,348 6,013

Cost of Goods Sold 104 156 104 78 104 117 122 162 165 62 80 101 1,355 1,675 2,074 2,312 2,527Production Labor 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Total Cost of Sales 104 156 104 78 104 117 122 162 165 62 80 101 1,355 1,675 2,074 2,312 2,527

Gross Margin 122 179 123 94 122 138 148 193 201 87 114 132 1,653 2,029 2,570 3,036 3,486Gross Margin/Sales % 54% 53% 54% 55% 54% 54% 55% 54% 55% 58% 59% 57% 55% 55% 55% 57% 58%

Operating Expenses:Sales & Marketing Labor 0 0 0 0 0 0 4 4 3 4 4 5 24 430 505 555 598Advertising & Promotion (1) 3 3 3 3 30 3 3 3 3 3 3 2 62 90 122 124 126

Sales & Marketing 3 3 3 3 30 3 7 7 6 7 7 7 86 520 627 679 724Sales & Markeing/Sales % 1% 1% 1% 2% 13% 1% 3% 2% 2% 5% 4% 3% 3% 14% 14% 13% 0

General & Admin. Labor 25 25 25 26 26 26 28 28 27 28 28 27 319 416 518 644 700Payroll Burden (2) 6 6 5 6 6 6 7 7 8 7 7 8 79 130 155 186 200Rent & Utilities (3) 2 2 2 2 2 3 8 8 8 8 8 7 60 54 55 56 58Insurance 1 1 1 1 4 7 7 7 7Leased Vehicles & Equip. 1 1 1 1 1 1 1 1 1 1 1 1 12 12 12 12 12Office Expense 1 1 1 1 1 1 6 6 6 6 6Communications 1 1 2 1 1 2 1 1 2 1 1 2 16 17 19 22 24Professional Services (4) 9 9 8 9 9 8 9 9 8 9 9 8 104 128 155 172 185Travel & Entertainment (5) 12 12 11 12 12 11 12 12 11 12 12 11 140 168 202 242 290Depreciation & Amort. 1 1 1 1 1 1 6 12 10 10 21Other (6) 8 8 8 8 8 8 8 8 8 8 8 9 97 143 173 196 222

Gen.& Administrative 67 64 64 66 67 65 77 74 75 75 76 73 843 1,093 1,312 1,553 1,725Gen. & Admin./Sales % 30% 19% 28% 38% 30% 25% 29% 21% 20% 50% 39% 31% 28% 30% 28% 29% 29%

Total Operating Expenses 70 67 67 69 97 68 84 81 81 82 83 80 929 1,613 1,939 2,232 2,449Net Income Before Int./Taxes 52 112 56 25 25 70 64 112 120 5 31 52 724 416 631 804 1,037

Interest Expense (7) 1 1 1 1 1 1 1 1 1 0 0 0 9 (4) (12) (12) (12)Tax Expense (8) 15 33 17 7 7 21 19 33 36 2 9 16 215 126 193 246 315

Net Income 36 78 38 17 17 48 44 78 83 3 22 36 500 294 450 570 734Net Income/Sales % 16% 23% 17% 10% 8% 19% 16% 22% 23% 2% 11% 15% 17% 8% 10% 11% 12%

NOTES: (1) Reflects multi-channel marketing campaign, including print and web-based advertising, tradeshows and strategic alliances. (2) Assumes 23% payroll burden rate, covering federal and state statutory burdens, plus employee vacation and medical benefits.(3) Reflects rent & utilities associated with permanent administrative offices in Emeryville, CA; temporary administrative offices in

NYC (3/04 thru 9/04); and a multi-purpose retail outlet and design showroom, in Manhattan, NY (10/04 and beyond). (4) Reflects professional services, including legal, accounting and IT, along with third party outsourcing of warehouse functions.(5) Reflects need to service customer, supplier and manufacturing arrangements, in Italy, Brazil, China and throughout the U.S.(6) Expenses for FedEx, foot models, samples, product development supplies, bad debt expense, merchant fees and miscellaneous.(7) Reflects interest on primary loan, assuming a 2-year term, with a principal amount of $250,000, bearing 11% interest.(8) Assumes cumulative, effective federal and state income tax of 30%.

Projected Income Statement ($000)

Cash Flow

PREMIERA FOOTWEAR

Net cash flow is intermittently negative, reflecting seasonal variation in key cash determinants, such as accounts payable, accounts receivable, and inventory. Ending cash balance for FY1 is $525K, rising to $2.4 million in FY5. The minimum cash balance is $60K, occurring in Month 3.

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Start-Up: 4/1/04 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar FY1 FY2 FY3 FY4 FY5Net Income 36 78 38 17 17 48 44 78 83 3 22 36 500 295 449 568 729

Plus: Depreciation & Amort. 1 0 1 0 1 0 1 0 1 0 1 0 6 12 10 10 21

Increase (Decrease) In: Accounts Payable (1) 162 112 (350) 12 200 (32) (11) 161 (79) (303) 19 199 90 30 85 58 46Other Current Liab. 0 0 0 0 0Short-Term Notes (2) (10) (11) (10) (11) (10) (11) (10) (11) (10) (11) (10) (10) (125) (125) 0 0 0Long-Term Notes 0 0 0 0 0Paid-In Capital 0 0 0 0 0

Sources of Cash 153 101 (359) 1 191 (43) (20) 150 (88) (314) 10 189 (29) (83) 95 68 67

Less:Increase (Decrease) In:

Accounts Receivable (3) 47 214 (52) (105) 26 54 28 89 51 (203) (61) 59 147 23 83 66 60Inventory (4) 76 84 (84) (41) 41 21 8 64 5 (62) (74) 34 72 (1) 34 16 15Other Current Assets 0 0 0 0 0Prop., Plant & Equip. (5) 12 13 12 37 9 4 14 9Deferred Charges 0 0 0 0 0

Dividends 0 0 0 0 0

Uses of Cash 135 298 (136) (146) 80 87 36 153 56 (265) (135) 93 256 31 121 96 84

Net Cash Flow 54 (119) (185) 164 128 (82) (12) 75 (61) (46) 167 132 215 181 423 540 712

Cash Balance - Beginning 310 364 245 60 224 352 270 258 333 272 226 393 310 525 706 1,129 1,669

Cash Balance - Ending 364 245 60 224 352 270 258 333 272 226 393 525 525 706 1,129 1,669 2,381

NOTES: (1) Reflects monthly changes in account balances, as presented in the Financial History and Balance Sheet.(2) Represents monthly repayment of principal, relating to 2-year note, in the amount of $250,000, bearing 11% interest.(3) Reflects monthly changes in account balances, as presented in the Financial History and Balance Sheet.(4) Reflects monthly changes in account balances, as presented in the Financial History and Balance Sheet.(5) Includes purchases of computers ($45K), Manhattan, NY, build-out costs ($23K) and Emeryville, CA, furntiture, fixtures & equipment ($5K).

Projected Cash Flow Statement ($000)

Balance Sheet

CERJOHNS PRODUCTIONS, INC.

Total assets are projected to increase, from $1.0 million at year end FY1, to $3.2 million, by year end FY5. Working capital does not fall below $328K in Month 1, FY1, and grows to $772K, by year end FY1. Debt-to-equity ratio declines, from 0.88 at year end FY1, to 0.22 at year end FY5.

PREMIERA FOOTWEAR Page 13

Balance Sheet

Key Financial Indicators. Working capital is not anticipated to fall below $328K, once lender commitments are obtained, and it is expected to increase from $772K at the end of FY1, to $2,830K, by the end of FY5. The debt-to-equity ratio proportionally declines, from 0.88 at the end of FY1, to 0.22, by the end of FY5.

Management Representation. The financial projections included in this business plan represent, to the best of management’s knowledge and belief, the results of operations, cash flow, and account balances, which would likely occur, assuming Premiera Footwear obtained lender commitments, totaling $250,000, by April 1, 2004, in support of operations commencing on that date. Management further asserts that the assumptions underlying these financial projections are reasonable and well supported, and that the result-ing financial presentations were prepared in conformity with generally accepted accounting principles, but were not compiled, nor examined, by an independent public accountant, and should not be so evaluated.


ASSETSCash 364 245 60 224 352 270 258 333 272 226 393 525 525 706 1,129 1,669 2,381Accounts Receivables (1) 217 431 379 274 300 354 382 471 522 319 258 317 317 340 423 489 549Inventory (2) 166 250 166 125 166 187 195 259 264 202 128 162 162 161 195 211 226Other Current Assets 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2

Current Assets 749 928 607 625 820 813 837 1,065 1,060 749 781 1,006 1,006 1,209 1,749 2,371 3,158

Property, Plant & Equipment 12 12 12 12 25 37 37 37 37 37 37 37 37 46 50 64 73Deferred Charges 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0Less: Depreciation & Amort. 1 1 2 2 3 3 4 4 5 5 6 6 6 18 28 38 59

Long-Term Assets 11 11 10 10 22 34 33 33 32 32 31 31 31 28 22 26 14

Total Assets 760 939 617 635 842 847 870 1,098 1,092 781 812 1,037 1,037 1,237 1,771 2,397 3,172

LIABILITIESAccounts Payable (3) 345 457 107 119 319 287 276 437 358 55 74 273 273 303 388 446 492Other Current Liabilities 86 86 86 86 86 86 86 86 86 86 86 86 86 86 86 86 86Short-Term Notes Payable (4) (10) (21) (31) (42) (52) (63) (73) (84) (94) (105) (115) (125) (125) (250) (250) (250) (250)

Current Liabilities 421 522 162 163 353 310 289 439 350 36 45 234 234 139 224 282 328

Long-Term Notes Payable 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250Long-Term Liabilities 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250 250

Total Liabilities 671 772 412 413 603 560 539 689 600 286 295 484 484 389 474 532 578

EQUITYPaid-In Capital (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190) (190)Retained Earnings 279 357 395 412 429 477 521 599 682 685 707 743 743 1,038 1,487 2,055 2,784

Total Equity 89 167 205 222 239 287 331 409 492 495 517 553 553 848 1,297 1,865 2,594

Total Liabilities & Equity 760 939 617 635 842 847 870 1,098 1,092 781 812 1,037 1,037 1,237 1,771 2,397 3,172

NOTES: (1) Sales on credit assumed to be 96%, subject to 45-day collection period.(2) Estimated balances, based on Monthly Cost of Sales x 12 months, divided by inventory turns per year, which for FY1 thru FY5 are

7.5, 8.7, 9.0, 9.2 and 9.4, respectively, based on average period of stock on hand for Branded Premiera-Retail (4 months) and Premiera-Wholesale (1 month), weighted by relative allocations of gross sales to each revenue stream.

(3) Estimated balances, assuming 1% of expenses paid in cash and an average 45-day payment period.(4) Reflects declining principal balances, relating to 2-year loan for $250,000, bearing 11% interest, assumed to occur, by April 1, 2004.

Projected Balance Sheet ($000)

References

ENDNOTES: 1 Company, Business Opportunity, Page 4: See Endnote 4, for Business Confidant analysis of 2002 U.S. footwear

market, utilizing U.S. Census Bureau sources to estimate $54 billion market, with women driving 60% of demand.

2 Company, Business Opportunity, Page 4: AZCentral.com article, entitled “High-Fashion Footwear Comes to the Masses”, taken from Washington Post article, by Margaret Webb Pressler, dated April 16, 2002, and found at http://www.azcentral.com/ent/style/articles/0417shoes.html, discussing the shift in production from domestic manufactur-ers, which 30 years ago, produced shoes for 90% of the U.S. market, to lower priced overseas manufacturers, now accounting for 94% of the market, a phenomenon also confirmed by a 10-page slideshow, entitled “Current High-lights of the Nonrubber Footwear Industry”, found at http://www.geog.ucsb.edu/~sweeney/research/curr_high.pdf.

3 Company, Business Opportunity, Page 4: See Business Confidant market analyses, utilizing Endnote 7 sources.

4 Market and Industry, General Market Analysis, Page 6: U.S. Census Bureau, at http://www.census.gov, following links at “Statistical Abstract” and “2002 Edition”, to “Section 13. Income, Expenditures and Wealth” and following link at “631-679” , to Table No. 648, p. 423, at http://www.census.gov/prod/2003pubs/02statab/income.pdf, entitled “Personal Consumption Expenditures in Current and Real (1996) Dollars by Type: 1990 to 2000”, citing the total U.S. personal consumption of shoes, in 1995 and 2000 expenditures, to be $31.5 and $46.8 billion, respectively.

5 Market and Industry, General Market Analysis, Page 6: Ibid., p. 431, Table No. 650, entitled “Average Annual Ex-penditures of All Consumer Units by Race, Hispanic Origin, and Age of Householder: 2000”, citing annual house-hold expenditure for apparel, including footwear, to be $725 for Women and Girls” and $440 for “Men and Boys”.

6 Market and Industry, General Market Analysis, Page 6: Business Reporter, Industry Report, dated March 7, 2002, at http://www.activemedia-guide.com/apparel_industry.htm, discussing apparel industry outlook for 2002, and citing relative frequency of annual purchases of shoes by men and women in latter article section, entitled “Footwear”.

7 Market and Industry, Market Segmentation, Page 6: U. S. Census Bureau, American Factfinder, at http://factfinder.census.gov/servlet/BasicFactsTable?_lang=en&_vt_name=DEC_2000_SF1_U_GCTP5_US10&_ geo_id=01000US, citing CMSA populations for 6 targeted fashion centers; then applying U.S. Census Bureau, American Factfinder, at http://factfinder.census.gov/servlet/SAFFPeople?geo_id=&_geoContext=&_street=&_ county=&_cityTown=&_state=&_zip=&_lang=en&_sse=on, utilizing state selections (GA, MI, IL, NY, CA) and Re-port No. PCT12. Sex By Age, link entitled "Sex By Single Years of Age", to determine % of female population, rela-tive to total state population, for each state in which a CMSA population center has been targeted; then utilizing U.S. Census Bureau, 2002 Statistical Abstract, Section 13, Expenditures and Wealth, found at http://www.census.gov/prod/2003pubs/02statab/income.pdf, referencing Report No. 648, citing 2000 consumer expendi-tures on shoes to be $46.8 billion, and dividing by total consumer units of 109.4 million, cited in Report No. 639, to determine average annual per capita expenditure; then applying average annual increase in U.S. shoe expendi-tures of 5.2% (Endnote 4); plus, U.S. Department of Commerce, Population Projections: States, 1995 - 2025, Table 1, Total Population and Net Change for States: 1995-2025, found at http://www.census.gov/prod/2/pop/p25/p25-1131.pdf, citing 2000 and 2010 populations, by state, to extrapolate average annual growth, from 2001 thru 2008.

PREMIERA FOOTWEAR

This Business Plan was prepared by:

Business Confidant Your Business Planning Specialist

Business Confidant © 2000 - 2004

45 Ora Way, A-206, San Francisco, CA 94131 (415) 282-1044 • [email protected] • www.BusinessConfidant.com

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